**IMPORTANT TO READ**
TERMS AND CONDITIONS FOR SHAREBUILDER RETIREMENT SELF-DIRECTED BROKERAGE ACCOUNTS
1) Special Considerations regarding ShareBuilder Retirement Self-Directed Brokerage Accounts
The ShareBuilder Retirement Self-Directed Brokerage Account ("SDBA") is made available to you as an investment option by the provider ("Plan Sponsor") of your Retirement plan ("Plan") subject to applicable provisions of your Plan and the related documents provided to you by your Plan Sponsor, Third Party Administrator or Plan Trustee ("Plan Documents"). See those Plan Documents for any limitations on allocations of your Plan contributions to this SDBA and on how those allocations may be invested within this SDBA. Some Plan Sponsors, for example, limit investment amounts in individual securities and in employer stock. Your Plan Documents will also detail such things as: (i) necessary Plan paperwork that must be completed before this SDBA can be activated; (ii) the relationship of this SDBA to your other Retirement contribution allocations; (iii) how to transfer funds into this account, roll-over existing assets, begin trading and transfer out assets; (iv) timing considerations in processing contributions, transfers in and out, Plan loans and other transactions; and (v) Plan fees applicable to your use of the SDBA in addition to the transaction and administrative fees charged by ShareBuilder for individual transactions and administrative services.
Special considerations in using this SDBA include the following: (i) you may not make direct deposits to or withdrawals from this account - all such actions must occur through normal Plan channels, such as payroll deposits, permitted transfers of existing assets held by you in the Plan, loan requests by you to the Plan Trustee etc.; (ii) your Plan Sponsor may limit your SDBA allocations and investments - read your Plan Documents carefully in order to understand any applicable limitations on your permitted SDBA allocations and investments; (iii) you are solely responsible for researching and selecting SDBA investments; managing those investments in your SDBA is your responsibility and you bear all risk for any decline in the value of your investments in this SDBA - you should consider consulting with a financial advisor to determine whether a SDBA is appropriate for you based on your financial circumstances and goals, investing experience and risk tolerance; and (iv) transfers of assets out of your SDBA may require liquidation of all security positions, with attendant fees for Real-time Trades - please consult your Plan Documents.
2) Acknowledgements and Representations
By opening an account at ShareBuilder, you acknowledge and represent that you have read and understand these TERMS AND CONDITIONS and ShareBuilder's separate PRIVACY POLICY and that you agree to be bound by such TERMS AND CONDITIONS and PRIVACY POLICY. You further acknowledge that all orders are unsolicited, and that the market value of securities can and does fluctuate. ShareBuilder cannot advise you nor comment concerning the nature, risk or suitability of any security, transaction or investment strategy. You also recognize that ShareBuilder does not give legal or tax advice. You represent that you are of the age of majority as defined by the laws of the state of your home of record in order to enter into this agreement and be bound thereby.
By opening an account at ShareBuilder, you agree to receive all communications from ShareBuilder via the World Wide Web or e-mail. This will include but not necessarily be limited to confirmations of transactions, account statements, tax documents, reports of portfolio holdings, reorganization notices, proxy materials, notices of modifications to ShareBuilder's Privacy Policy and Terms and Conditions, as well as annual and semiannual audited and unaudited reports for ShareBuilder and other basic communications.
At ShareBuilder, we treat you and the rest of our customers with honesty and fairness and we expect the same in return. Most of us have good intentions but, unfortunately, there are a few who don’t. If you’re one of those few, and we find out that you intentionally lied or entered false information in your account application, we will close your account and we will also take legal action if appropriate.
3) Definitions: ShareBuilder ®
The ShareBuilder Service is the proprietary investment program offered by ShareBuilder Securities Corporation ("ShareBuilder") which allows individual investors to build personal investment portfolios through periodic purchases of selected securities. The program enables investors to select those companies which they feel will grow over time and to invest in dollar increments appropriate to the financial situation of each individual investor.
ShareBuilder Transactions are the periodic, open market purchases of selected securities to complete the fixed dollar investment instructions of customers of the ShareBuilder Service. All ShareBuilder customers who have selected the same security and the same transaction cycle will be participants in a given ShareBuilder Transaction. Customer orders are aggregated for the purpose of keeping execution and processing costs to a minimum and then allocated to individual customer accounts based on their proportional participation in the entire transaction.
Transaction Cycle is the programmatic timing selected by each participant for his/her ShareBuilder Transactions or such other timing as may be dictated by your Retirement Plan documents. Real-time Trades are standard brokerage transactions through which you can place an order to buy or sell a fixed number of shares of most publicly traded securities (see the list of ShareBuilder stocks and exchange traded index funds. Real-time Trades are executed in a manner and time appropriate to your specific instructions, e.g. market orders are executed immediately; limit orders are executed when your limit price is reached; and sales of fractional shares (no whole shares) are priced at the next market close after the order is received. Commissions charged for Real-time Trades are higher than the fees charged for ShareBuilder Transactions.
Trade Date is the actual day of the week when securities are purchased or sold for a given ShareBuilder account. Settlement Date is the Trade Date plus three (3) business days.
ShareBuilder Stocks are the approximately 5,000 stocks and index funds which may be purchased or sold through ShareBuilder. Only stocks on this list, meeting certain trading price and market capitalization criteria, may be purchased and/or sold through ShareBuilder. The ShareBuilder Stocks list is revised regularly at ShareBuilder's sole discretion to add new stocks that meet ShareBuilder's criteria and to remove stocks that no longer meet those criteria. You understand and agree that certain stocks which you purchase or which you may wish to purchase in the future may be subsequently removed from the ShareBuilder Stocks list and, if so, would no longer be available to purchase through ShareBuilder. If a stock which you have purchased through ShareBuilder is subsequently removed from the list of ShareBuilder Stocks, you will continue to be able to sell any positions in that stock acquired through ShareBuilder, but you may no longer be able to acquire additional shares through ShareBuilder or transfer in additional shares from another brokerage account.
4) Services and Fees
ShareBuilder will act as your broker for the purpose of buying and selling securities on your instructions. You are solely responsible for the trades entered, and will not hold ShareBuilder or any of its employees liable for those investment decisions. ShareBuilder reserves the right to refuse any account and to decline or change any order at its sole discretion. You agree to pay the applicable commissions and fees (including any extraordinary surcharges passed to ShareBuilder by certain exchanges) that may apply at the time services are rendered to your account. For a schedule of standard fees relating to your ShareBuilder account, you should refer to the "Manage Your Account" area on this website. ShareBuilder reserves the right to pass on to you all fees imposed by an agent for any corporate action. ShareBuilder further reserves the right to change its fees anytime by posting a modified fee schedule on the ShareBuilder web site. You should understand that: commission fees for ShareBuilder Transactions are deducted from the principal amount of funds applied to dollar-based purchase orders; commission fees for Real-time Trades are added to the extended amount payable for share purchase orders and deducted from the extended proceeds for share liquidation orders; all other fees may be deducted from your account balance. Your Retirement Plan Sponsor may charge additional fees for your use of ShareBuilder - see your Plan Documents.
A request to cancel a Real-time Trade is only a request and, as such, cancellation of any given trade is not guaranteed. ShareBuilder processes requests to cancel orders on a best efforts basis and you agree not to hold ShareBuilder liable if it is unable to cancel an order. Your order will only be cancelled if your cancellation request is received in the marketplace and matched up with the existing order before the order is executed. Market orders are subject to immediate execution and, as a general rule, cannot be cancelled during market hours. If an order cannot be cancelled you agree to be bound to the results of the original order.
5) Governing Laws and Jurisdiction
These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Washington, as they apply to agreements made and solely performed in Washington, excluding conflict of law provisions. Your brokerage account will be subject to the rules, regulations, customs and practices of the exchanges, markets, clearing corporations, self-regulatory organizations, and applicable state and federal laws.
6) Service Not Available Outside the United States or to Non-Resident Aliens
ShareBuilder makes no representation or warranty regarding its compliance with local laws in foreign jurisdictions, or regarding the appropriateness of the website's content or its compliance with such local laws. The products and services provided by ShareBuilder and its website are not being offered and are not available outside the United States. At this time ShareBuilder does not accept accounts for non-resident aliens which require a Form W-8 for tax-withholding.
You understand that the ShareBuilder web site is the only means of accessing your ShareBuilder Account and effecting your ShareBuilder brokerage transactions. Your inability to access the ShareBuilder web site in certain foreign countries could result in your inability to access your brokerage account or to effect transactions. You agree that ShareBuilder shall not be liable for any losses or damages you incur as a result of the unavailability of the ShareBuilder web site from foreign countries.
7) Accuracy and Notification
You represent and warrant that the information you supplied on your Account Application is accurate, and you agree to notify us in writing or by electronic communication of any changes in information. You also agree to notify us by the same means if you are or become: a) employed or affiliated with a stock brokerage firm, bank, trust company, insurance company or securities exchange; b) an officer, director, affiliate or 10% shareholder of a publicly traded company.
You agree to indemnify and hold ShareBuilder and its affiliates harmless from and against any and all damage, cost, judgment, liability, loss, award, settlement, tax, penalty, action, expense or fee (including reasonable attorneys' fees and costs of collection) of any nature, and claims therefore (collectively, "Losses") arising out of or relating to your failure to provide accurate information on your ShareBuilder Account Application or to update that information as required. You further represent that no other person has an interest in your Account except those you have disclosed in the ShareBuilder Account Application.
8) Account Approval/Termination and Authorization to Obtain a Consumer Report
This agreement will be effective only upon our approval of your Account Application. As part of its account opening procedures, and under other circumstances it reasonably deems appropriate, ShareBuilder reserves the right to obtain a consumer report on all potential and existing account holders. The consumer report may contain information bearing on your creditworthiness, credit standing, credit capacity, character, general reputation, personal characteristics or mode of living. You hereby consent and authorize ShareBuilder or its authorized agents to: obtain from a consumer reporting agency a consumer report on you to be used in evaluating whether to open and approve a new account for you or on your behalf, or to maintain any such account(s); and (ii) to provide to such consumer reporting agency any information you have provided to us in your Account Application. On written request, ShareBuilder will advise you whether it obtained credit reports, and, if so, will provide the name and address of the reporting agency that furnished the reports. You further authorize ShareBuilder to share such credit bureau information with its parent corporation, Netstock Corporation. ShareBuilder reserves the right to report to consumer and securities credit reporting agencies any debit balance or negative credit information pertaining to any ShareBuilder Account. ShareBuilder further reserves the right to reject an application for any reason. ShareBuilder may terminate any or all services rendered under this Agreement at any time and for any reason and, under such circumstances, would provide notice to you of such action and the manner in which your Plan Sponsor and Trustee intended to proceed. Unless your Retirement Plan Documents require that you give notice of account termination to the Plan Sponsor or to a Third Party Administrator, the account holder may close his or her account at any time by giving notice to ShareBuilder. Upon termination, you will remain liable for any deficiencies or debit balances in the account. You agree to reimburse ShareBuilder for any collection costs relating to any unsecured debit balance in your account including attorney's fees, court costs, arbitration expenses, and interest.
9) Right of Offset and Liquidation
All assets held in any account, now or in the future, shall be subject to a general lien for discharge of any indebtedness you have to ShareBuilder. These assets shall be held by ShareBuilder as security for payment of any liability you may have with the company. In the event you do not fully meet a settlement obligation, ShareBuilder may without further notice take action including, but not limited to, liquidating or canceling the transaction; transferring securities or money from any other of your ShareBuilder Accounts; liquidating securities from any such ShareBuilder Accounts and applying the proceeds from such sales to your debt or liability to ShareBuilder; purchasing or borrowing securities to make delivery. You are responsible for commissions and all costs and losses arising from these actions.
10) Settlement
All transactions are on a "cash only" basis. You agree that prior to placing a purchase order for securities, you will provide a valid and sufficient authorization to ShareBuilder for electronic funds transfers from another financial institution(s) and/or you will otherwise deposit sufficient funds with ShareBuilder on or before trade date. You also agree that prior to placing a sell order, you will present securities in "good delivery form" for deposit with ShareBuilder as necessary.
11) Priority of Balance
ShareBuilder Transactions will only be executed if the particular account contains an available balance on the morning of the scheduled transaction to cover all specified purchases. For example, if a participant has established a program to buy three separate securities on a given transaction cycle and there are sufficient funds to cover only two purchases, then no transactions will take place. Requests for withdrawal of funds or an order to buy a security via a standard Real-time Trade will have priority over scheduled ShareBuilder Transactions provided the withdrawal request or the Real-time Trade order is received sufficiently in advance of a scheduled ShareBuilder Transaction. An unexecuted purchase Real-time Trade entered as a limit order will be deemed to have been executed for the purpose of calculating an available balance.
In the event you have an unsecured debit balance in an account, ShareBuilder may, at its option and without further notice, inactivate a standing instruction to reinvest cash dividends in the account, in order to cover the debit. It is your responsibility to ensure that the reinvest dividends instruction is reset after the debit is covered.
12) Cash/Credit Balances
All credit balances in ShareBuilder customer accounts, including cash dividends, monies received prior to any purchase settlement date, and net proceeds from liquidations, are automatically transferred to a consolidated account at an independent money market fund (a regulated investment company). This account is registered in the name of ShareBuilder and holds monies in aggregate for the exclusive benefit of its customers. Also, sufficient monies to cover purchases in ShareBuilder customer accounts are automatically "swept" back from the money market fund on settlement date. Dividends paid by the money market fund are calculated daily and posted to individual ShareBuilder accounts monthly. Proportionate customer balances in the money market fund are reported in individual ShareBuilder account balances and statements. The money market fund is managed by a registered investment adviser. ShareBuilder reserves the right to change the money market fund(s) it uses for this purpose or, in its discretion, to terminate this service. A complete prospectus for the money market fund is available for your review by referring to ShareBuilder's Frequently Asked Questions under the Customer Care tab.
13) Selling Securities
Shares acquired through the ShareBuilder Service may be sold through ShareBuilder via a Real-time Trade only. Such sales will be subject to ShareBuilder's Base Commission charge. Sell orders for fractional shares (no whole shares) are subject to the same commission as Real-time Trade Market Orders and are priced at the next market close after the order is received.
14) Standing Instructions for Balance and Positions
Shares acquired through ShareBuilder will be held in street name. Cash dividends paid by any individual company will be reinvested automatically, unless directed otherwise, which will increase the customer's share position in that company. See your Plan Documents concerning whether non-reinvestment of dividends is allowed under your Plan.
15) Restricted Securities
ShareBuilder does not handle the sale of restricted securities. You agree to not enter sell orders with ShareBuilder for securities that are subject to Rule 144 or 145(d) promulgated under the Securities Act of 1933. You agree to pay for any loss ShareBuilder may incur in closing-out any such intentional or unintentional sale.
16) Order Flow Payment
The U.S. Securities and Exchange Commission requires that ShareBuilder disclose to you any arrangement for receiving payment for directing order flow. ShareBuilder currently has no such arrangement and does not receive compensation for securities transactions executed through designated exchanges, market makers, dealers or market centers.
17) Market Data, News and Other Information
You agree that the market data, news, and other information available to you through the ShareBuilder website are for your personal use and that you will not retransmit or republish this information in any form, nor "deep link" to any such part of the ShareBuilder website. You acknowledge that the information provided to you is obtained from sources believed to be reliable and is presented solely on a best efforts basis, and that no accuracy or completeness of the information is guaranteed. You also acknowledge that the provision of such information does not constitute a recommendation by ShareBuilder to purchase or sell any security.
18) Extraordinary Events
You agree that ShareBuilder will not be liable for losses incurred directly or indirectly by causes reasonably beyond its control including but not limited to government restrictions, natural disasters, severe weather conditions, wars, strikes, terrorist attacks, exchange or market rulings, interruptions of data processing services or communications, disruptions in orderly trading on any market or exchange, unauthorized access or operator errors.
19) Access to Services and Market Volatility
Access to ShareBuilder's electronic services, and hence, access to your ShareBuilder brokerage account, may be limited or unavailable during periods of peak demand, systems upgrades, maintenance or for other reasons. ShareBuilder reminds you that market volatility and high trading volume can delay systems access and trade execution. You agree that ShareBuilder will not be liable to you or to third parties for any losses or damages incurred by you or third parties (including lost profits, trading losses and similar damages) resulting from such access limitations or unavailability.
Additionally, you understand that the ShareBuilder web site is generally the only means of processing your ShareBuilder brokerage transactions and that, in the event of an interruption of communications systems or other hardware or software malfunction, access to view and to transact in your brokerage account could be delayed. In the event of such an outage, ShareBuilder would undertake best efforts to process transactions over the telephone through its Customer Care Department, but would not be liable for any losses or damages you might suffer as a result of such delays or inability to access your account or effect transactions.
You understand that when you place a market order, you will receive the price at which your order is executed in the marketplace. During periods of high volume, illiquidity, fast movement or volatility in the stock markets, the execution price received may differ from the quote provided on entry of an order, and you may receive partial executions of any order at different prices. You also understand that orders for larger numbers of shares are relatively more likely to receive executions at prices that vary from a given quote. You agree to pay or receive the prevailing market price at the time your market order is executed. You understand that limit orders may not be executed at any particular time, or at all, if there is not sufficient trading at or better than the limit price you specify.
20) Communications Between ShareBuilder and the Customer
By opening an account at ShareBuilder and agreeing to its basic terms and conditions, you agree to receive all communications from ShareBuilder via the World Wide Web or e-mail. This will include but not necessarily be limited to confirmations of transactions, account statements, financial statements and reports of portfolio holdings, reorganization notices, proxy materials, tax documents, notices of modifications to ShareBuilder's Privacy Policy and Terms and Conditions, as well as annual and semiannual audited and unaudited reports for ShareBuilder and other basic communications. Communications sent to your e-mail address or provided through the website must be retrieved and read promptly. All communications sent by ShareBuilder by any means will be deemed to have been received by you. You agree to advise us promptly of any changes to your e-mail and/or mailing address. You agree to advise ShareBuilder promptly of any errors or omissions in any transaction or in the handling of your account. Failure to provide prompt notice of any errors will be deemed to constitute acceptance of the accuracy of all information sent to you.
NOTE: ShareBuilder does not send e-mail messages to mobile devices. You understand that any e-mail address provided cannot be a mobile electronic mail address.
Further, you hereby represent that you have access to a printer in order to facilitate ShareBuilder's document-delivery obligations and your record-keeping needs. You understand that ShareBuilder does not send trade confirmations, account statements and certain other reports/materials in hardcopy form.
21) Complaints
Customer complaints should be directed to ShareBuilder's Customer Care Department by email at customercare401k@sharebuilder.com, or by calling 1-866-469-0824 (See Customer Care Telephone Support for hours of operation). Written complaints can also be sent to ShareBuilder Securities Corporation, Attn: Customer Care, 1445-120th Ave. NE, Bellevue, WA 98005.
22) Recording
ShareBuilder reserves the right to record telephone calls to monitor the quality of service you receive or for other purposes ShareBuilder deems appropriate for its protection or for the protection of its customers.
23) Security and Confidentiality
You agree that you will be fully responsible for the confidentiality of your user name and password. You further agree that you will be fully and solely responsible for all activities, including brokerage transactions, that arise from the use of your user name and password. You will immediately notify us in writing or by e-mail of any loss, theft or unauthorized use of your user name, password and/or account number(s).
24) PREDISPUTE ARBITRATION CLAUSE DISCLOSURES:
ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN
COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT AS PROVIDED BY THE
RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED.
ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY’S ABILITY TO
HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED.
THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND
OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN
COURT PROCEEDINGS.
THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD.
THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS
WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING
A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR
ARBITRATION MAY BE BROUGHT IN COURT.
THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY
AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT.
YOU AGREE TO SUBMIT TO ARBITRATION ANY DISPUTE BETWEEN YOU AND SHAREBUILDER AND/OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS RELATING TO YOUR BROKERAGE ACCOUNT(S). ANY ARBITRATION UNDER THIS AGREEMENT WILL BE CONDUCTED UNDER THE ARBITRATION RULES OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. ARBITRATION MAY BE INITIATED BY EITHER OF US SERVING WRITTEN NOTICE ON THE OTHER. THE ARBITRATORS' RULING WILL BE FINAL AND JUDGMENT ON IT MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.
NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PREDISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE CLASS ACTION; OR WHO IS A MEMBER OF A PUTATIVE CLASS ACTION WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL: (I) THE CLASS CERTIFICATION IS DENIED; OR (II) THE CLASS IS DECERTIFIED, OR (III) THE CUSTOMER IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.
25) Severability
These TERMS AND CONDITIONS constitute the entire agreement with respect to your access to and use of the ShareBuilder website. If any provision of these TERMS AND CONDITIONS is unlawful, void or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability.
26) Successors
This Agreement will pass to the benefit of ShareBuilder's successors, assigns and agents. ShareBuilder may assign its rights and duties under this Agreement to any of its successors, subsidiaries or affiliates without giving you notice, or to any other entity on prior written notice to you. In addition, you agree that this Agreement and all terms hereof, will be binding on your heirs executors, administrators and personal representatives and any assigns permitted by ShareBuilder.
27) Power of Attorney
You agree and hereby irrevocably appoint ShareBuilder with full power as your true and lawful attorney-in-fact, to the full extent permitted by law, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that ShareBuilder deems necessary or advisable to accomplish the purposes of this Agreement.
